Aclarion, Inc. (Nasdaq: ACON, ACONW) announced that its Board of Directors has unanimously adopted a limited duration stockholder rights plan, effective immediately and expiring on March 18, 2027. The Rights Plan is designed to enable all stockholders to realize the long-term value of their investment and to reduce the likelihood that any person or group gains control of the company without paying an appropriate control premium. The plan ensures the Board has sufficient time to make informed decisions in the best interest of Aclarion and its stockholders.
The Rights Plan applies equally to all current and future stockholders and was not adopted in response to any specific acquisition proposal. It is not intended to deter offers or preclude the Board from considering fair offers that benefit all stockholders. Under the plan, Aclarion declared a dividend distribution of one preferred stock purchase right for each share of common stock and each Rights-Eligible Warrant outstanding as of the close of business on March 30, 2026, the Record Date. Additional rights will attach to shares issued after the Record Date but before the rights become exercisable.
Each right entitles the holder to purchase one one-thousandth of a share of Series D Junior Participating Preferred Stock at an exercise price of $14.00 per right, subject to adjustment. The rights become exercisable if an entity or group acquires beneficial ownership of 10% or more of the common stock in a transaction not approved by the Board. Existing holders above this threshold are grandfathered but cannot increase their ownership without triggering the plan. If triggered, each right (except those held by the acquiring person) allows the holder to receive shares of common stock worth twice the exercise price. In a merger or change of control, holders receive shares of the acquiring company's common stock at the same ratio.
The Board may redeem the rights at $0.001 per right or exchange each right for one share of common stock, subject to adjustment. The Rights Plan does not include dead-hand, slow-hand, or similar provisions limiting a future board's ability to redeem the rights. It will expire on March 18, 2027, unless earlier redeemed or terminated upon closing of a Board-approved merger.
Additional details will be filed in a Form 8-K with the SEC. Goodwin Procter LLP is serving as legal counsel. Aclarion is a healthcare technology company using Magnetic Resonance Spectroscopy and augmented intelligence to optimize clinical treatments, first addressing chronic low back pain with its Nociscan platform. For more information, visit www.aclarion.com.
Forward-looking statements in this release are based on current expectations and are subject to risks and uncertainties, including the effectiveness of the Rights Plan. For a full discussion of risks, see Aclarion's SEC filings, including its Annual Report on Form 10-K. The company disclaims any obligation to update forward-looking statements. The latest updates on $ACON are available at Aclarion's newsroom.
